ICE Intercontinental Exchange 10-Q 2026-09-30 section summaries

ICE — nine and three months ended September 30, 2026

Consolidated results

Revenue growth reflected Exchanges, up to $2.407B from $1.861B in Q3 and $7.286B from $6.118B in 9M; Fixed Income and Data Services, at $674M from $618M and $1.976B from $1.811B; and Mortgage Technology, at $549M from $528M and $1.645B from $1.569B, respectively. Exchanges transaction expenses were $865M versus $596M in Q3 and $2.499B versus $2.071B in 9M. Acquisition-related transaction and integration costs rose to $49M from $9M in Q3 and $102M from $51M in 9M.

A $389M Q1 gain from remeasuring Polymarket Series D preferred stock after an observable Series E transaction contributed materially to 9M other income, which was $496M versus $95M; Q3 other income was $11M versus $71M. Interest expense was $630M versus $599M for 9M and $222M versus $192M for Q3. Effective tax rates were 24% for 9M and 23% for Q3 in both years.

Segment results — Q3

Q3 revenue detail included Mortgage Technology recurring revenue of $405M versus $391M; Exchanges data services of $292M versus $264M, open-interest risk-management services of $122M versus $94M, and listings of $130M versus $125M; and Fixed Income and Data Services data revenue of $538M versus $495M.

Cash flow and capital allocation

ICE repurchased 10.5M shares versus 5.1M. Its repurchase authorization increased to $4.0B effective July 1, with $3.6B remaining at September 30. Dividends were $1.56 per share versus $1.44. Diluted weighted-average shares declined to 563M from 574M in Q3 and to 566M from 576M in 9M. Common shares outstanding fell from approximately 567M at December 31, 2025 to 558M at September 30, 2026.

Balance sheet, debt and liquidity

ICE stockholders’ equity was $29.899B; less goodwill and other intangible assets, tangible common equity was negative $15.421B. Goodwill included $17.638B in Mortgage Technology, $8.163B in Exchanges and $4.863B in Fixed Income and Data Services. Intangible assets declined primarily from $713M of amortization. No impairment indicators were identified.

Debt included $2.959B short-term and $20.345B long-term; total debt fair value was $20.314B. On August 20, ICE issued $3.75B principal of notes, with maturities from 2029 to 2036 and coupons of 4.70%–5.40%, partly to fund its pending MarketAxess acquisition. The $3.9B revolver had no borrowings; approximately $2.8B remained available for general purposes. A $2.0B delayed-draw term loan was undrawn, and the previously committed $6.2B bridge facility was reduced to zero. Commercial paper was $962M carrying value, with a 4.2% weighted-average rate and 20-day weighted-average remaining maturity.

ICE agreed to acquire MarketAxess for approximately $6.0B in cash ($167 per share), targeting Q1 2027 closing. HSR waiting-period termination was granted October 21, 2026; other approvals and closing conditions remain. Certain 2033 and 2036 notes require redemption at 101% plus accrued interest if the acquisition fails to close by the applicable outside date.

Clearing, investments and other developments

Clearing deposits and related balances rose to $116.085B from $81.226B, principally due to higher original margin ($106.019B from $71.684B). Cash and cash-equivalent margin deposits and guaranty funds were $113.274B from $76.789B, with corresponding liabilities; these member funds are not freely available corporate liquidity. Clearing houses had received or been pledged $230.5B of cash and non-cash collateral, versus $170.1B. ICE reported no performance-guarantee liability and no clearing-house member default requiring use of guaranty funds or ICE assets.

Polymarket Series D and E preferred investments had a combined carrying value of approximately $2.0B, representing 22% of outstanding shares and 14% on a fully diluted basis. ICE also agreed to acquire approximately 0.9M OKX Series C preferred shares for $200M. Contracted future performance obligations were approximately $3.6B, primarily Mortgage Technology contracts; 64% was expected to be recognized by year-end 2028 and 88% by year-end 2030. Deferred revenue was $497M, up from $292M at January 1, 2026.

ICE reported no material macroeconomic business impact as of September 30, while citing uncertainty around rates, inflation, tariffs, geopolitics and conflicts. The MarketAxess transaction presents funding and execution considerations; Polymarket’s measurement-alternative valuation is sensitive to observable transaction prices.

ICE — Q3 and nine months ended September 30, 2026

Results and cash generation

Trading activity and volatility drove stronger results, especially in Exchanges. Growth was broad but not uniform: Q3 cash-equities handled volume declined, while equity-options and several futures businesses grew. Mortgage Technology continued to face a higher-rate environment that weighs on mortgage demand.

Operating margin was 51% in Q3 versus 49%, and 53% for 9M versus 50%. Adjusted operating income was $1.697B versus $1.430B in Q3 and $5.267B versus $4.499B for 9M; adjusted net income was $1.136B versus $980M and $3.548B versus $3.018B, respectively. Adjusted diluted EPS was $2.02 versus $1.71 in Q3 and $6.27 versus $5.24 for 9M. These company-defined non-GAAP measures exclude items ICE views as not reflecting core performance.

Higher net income and working-capital changes, including tax refunds and Section 31 fee timing, contributed to increased operating cash flow. Expected 2026 capital expenditures and capitalizable software development costs are approximately $1.1B, supporting technology, integration and growth.

Segment performance

Exchanges gross revenue was $2.407B versus $1.861B, offset by $865M of transaction-based expenses versus $596M. Its Q3 operating margin improved to 75% from 72%. Fixed Income and Data Services adjusted operating income was $309M versus $282M; Mortgage Technology adjusted operating income was $219M versus $224M. Mortgage Technology’s GAAP profitability remains substantially below adjusted results, in part because of acquisition-related amortization and integration costs.

Exchange futures and options contracts traded rose 31% in Q3 to 680M from 518M; 9M volume increased 25% to 2.199B from 1.761B. September-end open interest increased 13% to 115.471M contracts from 102.115M. Q3 NYSE cash-equities handled ADV fell 2% to 3.322B shares from 3.395B, while NYSE equity-options ADV rose 29% to 13.736M contracts from 10.682M. Fixed Income and Data Services benefited from data and network technology growth and higher CDS clearing activity; CDS notional cleared was $8.8T in Q3 versus $7.0T. Mortgage Technology growth reflected client implementations, renewals and product expansion, partly offset by mortgage-market weakness and declining loan counts at some customers.

Costs, non-operating items and financing

Operating expenses increased 10% in Q3 and 6% for 9M. Higher compensation, technology costs (including data-center capacity and maintenance), and acquisition and integration spending contributed. Headcount was essentially flat at 12,842 versus 12,844. 9M acquisition and integration costs were $102M versus $51M. Rebates supporting exchange liquidity rose to $533M from $372M in Q3 and $1.7B from $1.2B for 9M.

Other expense, net, was $168M in Q3 versus $93M, but improved to $40M for 9M from $412M. 9M other income included $390M of fair-value gains on equity investments, primarily Polymarket, and a $62M unrealized Bakkt gain. Interest expense rose to $630M from $599M for 9M. Income tax expense was $1.1B versus $772M for 9M; the effective tax rate remained 24% for 9M and 23% for Q3.

ICE issued $3.75B principal of senior notes in August to help fund its pending MarketAxess acquisition; proceeds were held as restricted cash at quarter-end. The deal, announced as an all-cash acquisition implying approximately $6.0B of equity value ($167 per share), is expected to close in Q1 2027, subject to remaining approvals and customary conditions. A $2.0B delayed-draw term loan was undrawn at quarter-end. Total outstanding debt was $23.3B: $22.3B of senior notes and $1.0B of commercial paper. ICE’s $3.9B credit facility left $2.8B available for general corporate purposes after required commercial-paper backing and subsidiary commitments. The 2033 and 2036 notes are subject to special mandatory redemption if the acquisition does not close by the applicable outside date.

Cash and cash equivalents were $936M at September 30, 2026, while restricted cash rose to $4.5B, principally due to acquisition proceeds. Cash, cash-equivalent margin deposits and guaranty funds totaled $113.3B versus $76.8B; these collateral flows materially affect reported cash movements and are not equivalent to unrestricted operating liquidity. ICE repurchased 10.5M shares for $1.6B during 9M versus 5.1M shares for $894M a year earlier; the 2026 authorization was increased to $4.0B, with $3.6B remaining. 9M dividends were $1.56 per share ($884M) versus $1.44 ($831M).

Business environment and risks

Market volatility supported energy, interest-rate, equity and credit-related trading, while elevated mortgage rates continued to pressure mortgage activity and may increase refinancing costs. Regulatory changes remain a risk to trading and clearing volumes, including the EU EMIR 3.0 active-account requirement, which could shift some euro derivatives activity away from ICE’s U.K.-based venues. ICE also cited potential effects from proposed U.S. energy and equity-market rules, evolving digital-asset regulation, and SEC review of Consolidated Audit Trail funding. The company continues to monitor geopolitical, cyber, technology-disruption, competition and integration risks. OECD Pillar Two guidance had no material financial-statement impact as of September 30, 2026.

Market Risk

ICE is exposed to interest-rate, foreign-currency exchange-rate, and credit risk through its operating and financing activities. The company uses risk-management policies and procedures to measure, manage, monitor, and report these exposures, subject to regular management and supervisory review. ICE reported no material change in its market-risk exposure since the disclosures in its 2025 Form 10-K.

Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of September 30, 2026. No changes to internal control over financial reporting during the three or nine months ended September 30, 2026 materially affected, or were reasonably likely to materially affect, the company’s internal control over financial reporting.

During the nine months ended September 30, 2026, ICE reported no significant new risk factors compared with those described in its 2025 Form 10-K. Previously disclosed risks—including regulatory risks discussed in that filing and in this quarterly report—could materially adversely affect the company’s business, financial condition, and results. ICE cautions that additional risks may emerge, or that existing risks may prove more significant than currently anticipated.

Executive trading plans

ICE disclosed two newly adopted executive Rule 10b5-1 trading plans:

• Jeffrey C. Sprecher, Chair and CEO: Adopted August 18, 2026; scheduled to expire May 31, 2027, or earlier once sales are completed. The plan covers 101,533 ICE shares held directly, an undetermined number of shares from vesting performance- and time-based RSUs after tax-withholding shares, and 300,000 shares held by his wholly owned CPEX.
• Lynn C. Martin, President of NYSE Group and Chair of ICE Fixed Income & Data Services: Adopted September 4, 2026; scheduled to expire July 31, 2027, or earlier once sales are completed. The plan covers 19,967 shares, plus an undetermined number of shares from RSU vesting after tax-withholding shares.

ICE also noted that some officers and directors participate in its dividend reinvestment and employee stock purchase plans, and may have shares withheld for taxes or option exercises. Such arrangements may qualify as Rule 10b5-1 plans or as non-Rule 10b5-1 trading arrangements.